Terms and Conditions of Sale
These are the terms and conditions of sale of General Hygiene Supplies Limited (the “Company”) whose registered office is at 7 St Thomas Rd, Belvedere Kent DA17 6AG (registered with company number 2336726) and registered for VAT purposes with number GB 527335644. These terms will apply to all the Customer purchases of Goods, whether the Customer is ordering online, by telephone, by fax or by mail. These are the only terms and conditions upon which the Company is willing to supply Goods to the Customer. Please read this document carefully after printing it off or downloading it before placing the Customer order.
In these Conditions
“Customer” means the person representing the business who accepts a quotation from the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.
“Company” means General Hygiene Supplies Limited (“GHS”) whose registered office is at 7 St Thomas Rd, Belvedere Kent DA17 6AG (registered with company number 2336726).
“Goods” means the goods (including any instalment of the goods or any parts for them), which the Company is to supply in accordance with these Conditions, and any goods supplied in substitution for or in replacement of or in addition to such goods.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) include any special terms and conditions agreed in writing between the Company and the Customer.
- All orders are accepted on the terms, conditions and exclusions herein contained.
- These conditions may be updated from time to time and apply to all orders for Goods placed by the Customer to the exclusion of all other terms and conditions (including any of the Customers’ terms and conditions under any purchase order, confirmation of order or any other document). These terms shall supersede any specific product terms that might apply to the Customer’s order and in the event of any inconsistency with any other terms that might apply, these terms shall prevail.
- These conditions replace any other earlier conditions and may be changed by the Company in writing at any time, including by putting amended conditions on the Company’s website.
- When the Company accepts orders placed by the Customers’ employees, agents or contractors the Company will not be responsible for vetting the authorisation of those employees, agents or contractors and the Company will not be liable to the Customer for any financial losses incurred by virtue of the Company accepting any order.
- No contract in respect of the Goods between the Company and the Customer
shall exist until the Customer’s order has been accepted by the Company’s authorised representative.
- The Company does not accept orders unless and until the Company has confirmed them or (if earlier) when the Company has delivered the Goods to the Customer.
- Each order for any one product, which is accepted by the Company, creates a separate contract.
- The Company will accept orders depending on availability. The Company can refuse to accept orders for any reason.
- When placing an order the Customer is responsible for accurately identifying the Goods required.
- All descriptions, illustrations and specifications contained in the Company’s catalogues, brochures and the Company websites are for illustration only and do not form any part of these conditions.
- No order, which has been accepted by the Company, may be cancelled by the Customer except with the agreement in writing of the Company. If the Customer cancels any order, the Customer will indemnify the Company (which means the Customer guarantees to cover the Company), in full, against any loss (including loss of profit), costs, damages, charges and expenses suffered as a result.
- Unless the Company says otherwise, the price quoted includes delivering the Goods to the agreed delivery address in full. However, the Company may make an extra charge to cover any extra-related costs incurred and any increase in transport costs that apply before the date the Goods are delivered and the Company will notify the Customer of any change in costs before delivery. The Customer will provide at the delivery address adequate and appropriate equipment and support to enable delivery of the Goods.
- If the Customer does not specify a delivery address or if agreed, the Customer must collect the goods from the Company’s premises
- A delivery surcharge may apply on orders below £150 to Mainland Britain, which will be advised of at the time of order.
- Delivery charges to addresses outside of the UK will be provided at the time of placing the order.
- Any dates quoted for delivering the Goods are only approximate. The Company will not be liable for any delay in delivering the Goods, however it is caused.
- If the Company cannot deliver an order in full, a credit note will be sent for the shortfall or an invoice will be sent for the actual quantity delivered and the Company will deliver the rest of the order at a later date which will be arranged with the Customer.
- If the Company is delivering the Goods in instalments, each delivery will form a separate contract and failure to deliver any one or more of the instalments in line with these conditions will not render the whole order as terminated.
- All consignments are to be signed for. The signature on a delivery note or drop sheet by any person working at the delivery address will be evidence that the Customer has accepted delivery of the Goods in full.
- Damaged goods and or any shortages are to be notified to the carriers immediately and to the Company’s office or any related claims may be disallowed.
- Goods returned without prior notice and arrangement may not be credited. A handling charge of 30% will be made on Goods returned without good reason. Please note that 48 hours is requested for collection of Goods.
- If the
Customer fails to take delivery of the Goods or fails to give the Company adequate
delivery instructions at the time given for delivery (unless the Company is at
fault or there are circumstances beyond the Customer’s reasonable control),
without affecting any of the rights of the Company and any action the Company may
be entitled to take, the Company may:
(i) store the Goods until they are delivered and charge the Customer for the reasonable costs (including insurance) of storage and any costs related to redelivery; or
(ii) sell the Goods at the best price obtainable and (after deducting all related costs, including without limitation all reasonable storage, insurance and selling expenses) pay the Customer any excess the Company make over the contract price or charge the Customer for any shortfall below the contract price.
- At any time, the Company can stop making deliveries and demand payment for any Goods already supplied to the Customer, no matter what previous agreement or arrangements have been made.
- The price of the Goods will be the Company’s quoted price at the time of acceptance of the order, or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s price list at the date of acceptance of the order.
- The price does not include any value added tax (“VAT”), government tax or duty which will be charged and payable in addition to the price at the time when payment for the Goods is due.
- The Company reserves the right to remedy an obvious mistake in the listed prices by charging a proper commercial value price to rectify the error.
- The price list is subject to change at any time without notice to the Customer.
- The Company can charge the costs of pallets and returnable containers to the Customer if the Customer return these to the Company damaged or do not return them within 10 days of delivering the Goods.
- The Company will be entitled to charge, and the Customer will pay, any account surcharge (by address) from time to time.
- The Company will invoice the Customer for the price of the Goods, any other amount due to the Company and any applicable VAT, tax or duty on or at any time after delivery, unless the Customer fails to take delivery of the Goods. If this happens, the Company will be entitled to invoice the Customer at any time after delivery of the Goods is attempted. If the Customer has any queries, the Customer must contact the Customer Services Department of the Company making the delivery within three working days of the invoice date.
- The Company is entitled not to give the Customer any credit terms, but any credit terms given to the Customer are subject to review by the Company from time to time and can at any time and without prior notice suspend or vary any credit terms given to the Customer.
- For Customers to whom credit facilities have been granted, and except as expressly agreed by the Customer in writing, payment for the Goods must be paid in full no later than 30 days from the date of the invoice to the bank account nominated by the Company.
- The Company shall be entitled at any time to require the Customer to pay for any Goods before the Company supplies them to the Customer. The Company will be entitled to recover the price, even if the Company did not deliver the Goods, or ownership of the Goods, to the Customer. It is a material term of this contract that the Customer pays for the Goods on time. None of the Company’s drivers or agents can accept payment unless the Company has given the Customer permission in writing beforehand. Any variation to these terms of payment must be agreed in writing by the Company.
- In the event
that any payment is outstanding from the Customer, the Company may (without
affecting the Company’s other rights and any action the Company may be entitled
to take) seize, recover and resell any Goods and the Customer agrees to give
the Company the right to enter the Customer premises, land or buildings to
recover these Goods if the Customer:
(i) agrees to sell or otherwise dispose of the Customer business or any part of it;
(ii) agrees to sell or otherwise dispose of all or any part of the Goods to someone else (other than in the usual course of the Customer business);
(iii) breaches these conditions or fails to pay any amounts due under these conditions (or any other agreement between the Company and the Customer within three days of them becoming due (whether demanded by the Company or not);
(iv) has a Receiver, Administrative Receiver, Administrator, Provisional Liquidator or Liquidator appointed, passes a resolution for winding-up, has a court order made against the Customer, is judged insolvent or bankrupt, cannot pay debts as they fall due or makes any arrangements with the Customer’s creditors;
(v) encumbers or in any way charges any of the Goods;
(vi) ceases to trade; or
(vii) is late in making any payment to the Company and the Company will be entitled to demand payment of all outstanding invoices, whether they are due or not, and the Customer must return any Goods already delivered.
- The Customer
must write to the Company within three working days of any of the events set
out in clause 5 above or if there is any material change in:
(i) the information supplied by the Customer to the Company which was considered before granting credit facilities to the Customer; or
(ii) the nature or value of the Customer assets including but not limited to the crystallisation of any security.
- The Customer must pay the Company by one of the following payment methods: Direct debit, BACS, CHAPS, or, with prior agreement, cheque.
- If the
Customer fails to make a payment by the due date, without affecting the
Company’s other rights and remedies, the Company may:
(i) cancel the contract or suspend any further deliveries;
(ii) use or set off any payments the Customer has made against any sums due as decided by the Company;
(iii) reduce or cancel any discount and review the discount available to the Customer in the future;
(iv) charge the Customer for all and any costs and expenses incurred for the collection of any payments due (including but not limited to a charge of £25 plus VAT on each event that any cheque presented by the Customer is returned unpaid, or any standing order or direct debit instruction fails. A £50 arrears charge will be issued on each transaction whereby the collection of any sum due to the Company is referred to a third party collection agency or legal agents including solicitors); and
(v) charge the Customer interest (both before and after any judgment) on the amount the Customer has not paid. The Company will use an annual rate of 5% above National Westminster Bank’s base rate until the Customer pays the Company in full. The Company will treat a part of a month as a full month for the purpose of working out interest.
- If the Customer fails to make any payment by a due date, the Customer will be liable to pay all outstanding invoices immediately that are payable to the Company.
- The Customer is not entitled to withhold payment or use any amounts, as a set off against any amount the Company may owe the Customer.
- If the Customer is liable to the Company and as a result o the Company s the Company money, under these conditions or otherwise, the Company may use any amount the Customer owes the Company to pay off any amount that may otherwise be owed to the Customer.
- The Company can ask the Customer to pay the full amount the Customer owes or part of it or provide acceptable security before making a delivery.
6. Risk and property
- The Customer will be responsible for any damage to or loss of the Goods from the time they are delivered or, if the Customer fails to accept the Goods, the time when the Company tried to deliver them.
- The Customer
will not own any of the Goods in any circumstances until the Company has
received cleared funds for all sums due to the Company in respect of:
(i) the Goods; and
(ii) all other sums which are or which become due to the Company from the Customer on any account.
- Until the
Customer owns the Goods, the Customer will
(i) hold the Goods on a fiduciary basis as the Company’s bailee;
(ii) store the Goods (at no cost to us) separately from all the Customer other goods or those of any third party in such a way that they remain readily identifiable as the Company’s property;
(iii) not destroy, deface or obscure in any way any identifying mark or packaging on or relating to the Goods; and
(iv) maintain and store the Goods in satisfactory conditions and keep them insured on the Company’s behalf for their full price against all risks.
- The Customer
may sell the Goods before ownership has passed to the Customer solely on the
(i) any sale is in the ordinary course of the Customer’s business at full market value and the Customer shall hold the amount of the proceeds that represents the amount owed by the Customer to the Company on behalf of the Company; and
(ii) any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making the sale.
- Until the Customer owns the Goods (and as long as the Customer has not sold them), the Company will be entitled to enter the Customer’s premises to repossess the Goods or ask the Customer to deliver them to the Company’s premises. The Customer grants to the Company the Company’s agents and employees an irrevocable licence to, at anytime, enter any premises where the Goods are or may be stored in order to inspect or repossess the Goods.
- The Customer is not entitled to promise, or use as security for any debts, any of the Goods that are still the Company’s property. If the Customer does, the Customer will have to repay the Company all amounts the Customer owes unless the Customer first gets written permission from the Company.
- The Company will not be liable to the Customer for any shortages in the quantity delivered, damage or loss, short-dated deliveries, or any faults in the Goods, unless the Customer gives the Company due notice in accordance with clause 7(3) below. The Company will not be liable for any faults in the Goods caused by abnormal storage conditions, deliberate damage, negligence, failure to follow instructions or misusing the Goods. The Company will also not be liable for claims for any Goods, which the Customer has price-marked.
- If the Company accepts liability under clause 7(1), liability is limited to making good any shortfall in delivery, replacement of any Goods which are damaged or faulty or to refund the cost of any Goods either using a credit note or payment refund. The Company is not liable to pay more than the net price of the Goods, less any settlement discount or other discount which may apply.
- The Customer
must write and notify the Company of any potential claim within three working
days of the delivery. The Customer must comply with the Company’s returns
policy (or the returns policy current at the time of return and of which the Company
shall have given the Customer notice) and use the Company’s standard forms
where relevant (for example, a ‘missing goods claim form’ in the case of
shortages and a ‘returns note’ in the case of returned goods). The Customer can
ask the Company for copies of these. Each claim form and returns note must set
out the reason for the claim and:
(i) the Customer name and address;
(ii) the quantity, description, strength and pack size; and
(iii) the invoice number and date of the relevant invoice. Returns notes should also quote the product location number.
- The Customer must package any returned Goods, which are hazardous separately in line with the statutory safeguards, which relate to handling hazardous chemicals. The Customer must enter them on a separate returns note and let the driver or collections agent know, when they come to collect the Goods, in what way they are hazardous.
- The Company will only accept any Goods the Customer returns which need storing at a specific temperature to correct a delivery error and as long as the Customer has stored them correctly in the meantime. In these cases, the Customer must return the relevant Goods no later than the next working day after they are delivered. They must be packaged separately and entered on a separate returns note. The Customer must phone the Company and tell them about any returns. The Customer must also let the driver or collections agent know about the temperature conditions required.
- The Customer must keep a copy of the returns note and the person responsible for collection must sign it to acknowledge that the Goods have been received. The Company may refuse any further claim for credit unless the Customer can provide proof of collection if the Company asks for it.
- Unless the Company says differently in these conditions, the Company excludes to the fullest extent possible any conditions, warranties, representations and other terms expressed or implied by any law or Act of Parliament.
- Unless the Company causes death or personal injury by the Company’s negligence, the Company will not be liable to the Customer for any pure economic loss, consequential loss, loss of profit, loss of business, depletion or loss of good will (in each case whether indirect or direct) the Customer suffer from the Company’s supplying any Goods or how the Customer use or resell them. If the Company does accept liability, the Company will not pay more than the price of the Goods the Customer have ordered unless the Company says differently in these conditions.
- The Company will not be liable for circumstances beyond the Company’s control, including but not limited to trade disputes, or natural disasters.
- The Company’s employees or agents are not authorised to make any claims about the Goods unless the Company confirms the claims in writing.
- The Company will not be liable for any advice or recommendation the Company’s employees or agents give the Customer about storing or using the Goods unless the Company confirms this information in writing.
- The Company is entitled to charge, and the Customer will pay, a returns surcharge.
- The Customer my not return special bespoke custom-made items ordered through the Company. In the absence of error on the Company’s part, the Company will not issue any credits for specials ordered.
- The Company will be entitled to transfer to any other person all or any of the Company’s rights or the benefit of those rights created by any contract between the Company and the Customer to which these conditions apply (or both).
- The Customer will not be entitled to transfer to any other person or company all or any of the Customer’s rights, or the benefit of those rights, created by any contract between the Company to which these conditions apply.
- Any notice
given under these conditions must be in writing and addressed to:
(i) the Customer at the agreed delivery address or any other address you have told the Company about; or
(ii) the Company at the relevant Companies registered office set out above.
- No waiver or retraction of a waiver by us under these conditions will be valid or binding unless it is in writing and signed by the Company. The Company’s failure to exercise any right under these conditions, or to require the Customer’s performance of any provision under these conditions, or the Company’s waiver of any breach of these conditions, will not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any other provision of these conditions.
- If at any
(i) any of these conditions should be wholly or partly illegal, invalid or unenforceable, then such illegality, invalidity or enforceability will not affect the other remaining conditions in any way;
(ii) any of these conditions should be wholly invalid or unenforceable but would be valid or enforceable if some part of the condition were deleted, then the condition in question shall apply with such modification as may be necessary to make it valid and enforceable.
- The Customer reserves the right to make a charge of £10 per copy for any copy document requested.
- These conditions are governed by English law. The Courts of England and Wales shall have non-exclusive jurisdiction.